31 COMMERCIAL LAW null and void by means of subject by analogy - and not being exhaustive, would be the most accurate method. The system has been adopted with the belief that the courts would show due care - by emphasizing the principle of avoiding dangers and threats in the determination of invalid resolutions in terms of form. Thus, Article 447 points out the especially null and void resolutions of the general assembly in categories. The expression “especially” used in the provision means that the null and void resolutions of the general assembly are not limited to those stated in the article; in other words, the article is not of an exhaustive (numerus clausus) nature. However, the expression “especially” shows a relative limit and at the same time, the chosen categories of decisions point out that the legislature approaches the matter cautiously and conservatively. Conservation is a principle that the provision adopts. For that reason, the expression “especially” has also a restrictive function.” Considering the basic principles and explanations above, each of the cases listed under the Article, as well as other probable cases for nullity, are discussed below. Resolutions Eliminating or Restricting Indispensable Shareholder Rights Examples of resolutions eliminating or restricting indispensable shareholder rights arising from the law such as the right to attend the general assembly, to have certain number of votes, to file a lawsuit and other indispensable rights arising from the law include resolutions preventing shareholders from being represented in the general assembly meetings via proxy, providing dividend distributions without setting aside legal reserves, providing voting rights for the holders of dividend right certificates, and reducing the two week legal period for calling for a general assembly meeting5. 5 Üçışık, Güzin / Çelik, Aydın: Anonim Ortaklıklar Hukuku, V. I, Ankara 2013, p. 344; Pulaşlı, Hasan: Şirketler Hukuku Genel Esaslar, revised 2nd ed., Ankara 2013, p. 372.
RkJQdWJsaXNoZXIy MjUzNjE=